Enliven Therapeutics (ELVN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, and will be held virtually, allowing all shareholders to participate online and vote electronically or by proxy.

• Shareholders will vote on five key proposals, including director elections, auditor ratification, an amendment to increase authorized shares, executive compensation, and the frequency of future say-on-pay votes.

• The board recommends voting in favor of all proposals and outlines procedures for proxy voting, revocation, and quorum requirements.

Voting matters and shareholder proposals

• Election of two Class III directors to serve until the 2029 annual meeting.

• Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.

• Amendment to the certificate of incorporation to increase authorized common stock from 100,000,000 to 200,000,000 shares.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Procedures for shareholder proposals and director nominations for future meetings are detailed, including deadlines and requirements.

Board of directors and corporate governance

• The board will decrease from eight to seven members after the meeting, with six of seven directors deemed independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, each with defined responsibilities and mostly independent membership.

• Jake Bauer will become Chairman following the meeting, separating the roles of CEO and Chairman for enhanced governance.

• The board has adopted corporate governance guidelines and a code of business conduct and ethics applicable to all directors, officers, and employees.